Closing, Hofer definition
Closing, Hofer shall sign an employment agreement with GmbH for a term of three (3) years, substantially in the form attached hereto as Exhibit B (the "Employment Agreement"), and pursuant thereto Hofer shall hold the office of Geschaeftsfehrer of USFI GmbH, USFI Austria and GmbH at an initial base salary of one hundred fifty thousand dollars ($150,000). During the term of the employment agreement, Hofer will be eligible to receive an annual bonus as determined by the shareholders of GmbH or their designee. The base salary will be reviewed once every twelve months and adjusted to at least a minimum amount necessary to keep current with increases in cost of living in Germany. The usual USFI protective documents executed by other executive officers of USFI with comparable responsibilities, such as Code of Ethics substantially in the form attached hereto as Exhibit C, shall be attached thereto and be a part thereof. Upon the Closing, Hofer will receive options to acquire 75,000 shares of Class B Stock at the IPO offering price and on the terms generally accorded to other USFI employees. The parties acknowledge and agree that such 75,000 shares assumes 30,000,000 shares of capital stock of TelePassport Inc. are outstanding on the closing of the IPO (after giving effect to such closing, including the exercise of the underwriters' over-allotment option and the Class B Stock issued to Hofer hereby) and if the actual number of shares outstanding is different, the 75,000 shall be adjusted proportionately and consistent with options granted to other employees. The parties acknowledge and agree that the number of shares of stock of TelePassport Inc. currently contemplated to be outstanding on the IPO closing (after giving effect to such closing, including the exercise of the underwriters' over-allotment option and the Class B Stock issued to Hofer hereby) is 18,000,000.